Clark had decided to forego super speed and instead give them both a little more time to cool off. So, despite the vividly sexual images of Lex that kept popping randomly into his brain, he managed to get his cock down to half-mast before returning to the room with the tray of chocolate mousse.

Of course, all his effort was in vain. Lex had taken this opportunity to sprawl out on the couch with an arm flung over his eyes. One leg was bent, leaning against the back of the couch, while the other dangled over the edge, leaving his thighs spread invitingly. His hips were arched upwards slightly, cock pressing into the now-tight fabric of his pants. His breathing was quick and shallow.

A few minor changes, and he'd be reenacting one of Clark's newest fantasies. Several, in fact. Lex's other hand ran up one thigh to gently adjust his erection, and Clark's hands tightened convulsively over the tray. The screech of rending metal pulled Lex out of his languor to bolt up onto his knees, staring over the back of the couch at Clark and the now-mangled serving tray.

"Clark! What..."

"Oh god. Lex, god... I'm... I..." If all it took was just the sight of his friend touching himself, fully clothed even, to make Clark lose control over his strength... What if he'd been holding Lex's hand, his head? Clark dropped the tray with a crash and turned to leave, horrible visions crowding his brain.

"Clark, wait!" Lex's cry was a little strangled, but it was enough to stop Clark in his tracks. "Please, don't go. Please. Stay. Talk to me."

"I... I'm just so afraid, Lex." Clark's voice was quiet, his arms wrapping around himself as he hunched over even more, his back still to his friend.

"Afraid of what?" Lex sounded... Soothing. Quiet. Understanding.

"Afraid of hurting... someone. How can I ever hope to make love to anyone when I can't even... I *destroyed* it, look!" He turned, violently gesturing and the mess on the floor. Twisted metal and broken pottery mingled with chocolate mousse in a grotesque parody of modern art.

Clark watched apprehensively as Lex got up and walked over, bare feet stepping carefully around the wreckage. He squatted down to examine the remains, surveying the damage with an analytical expression, then looked up, eyes going unreadable and face neutral.

"Are you going to tell me what this is about, Clark? I... I want to be your friend, and right now I am willing to swear anything, do anything you need me to in order to get you to trust me. Because I can't help you with this if you don't trust me."

Clark felt a jolt of panic flash through him. He hugged himself tighter. "Lex... I don't know how... I've never..."

Like a puppet with cut strings, Clark sat hard on the floor. His eyes open and unseeing as he huddled in on himself. "I can't. I can't. I can't." He was chanting it softly, unable to stop himself, rocking back and forth. His world had narrowed to the cold floor beneath him, and the destruction before him. He barely noticed it when soft footsteps rounded the mess, only really registering the moment warm arms surrounded him.

Clark had curled into an almost fetal position, knees clutched to his chest, and Lex had taken the easiest route to comfort by wrapping himself around Clark, arms embracing and legs on either side. Clark could feel the warmth, hear the softly whispered words as a soothing background drone, overpowered by the static in his head.

Alien. Alien. Alien. "Alien." The original mantra had long ago faded to silence, then changed, resonating through his head until it finally managed to break free of his control and breach the barrier of his lips. One soft word, and he expected his world to come crashing down.

Instead, Lex just held him tighter. "Alien? Are you saying you're..."

Clark convulsed, head shaking violently, but the words spilled out. "I can't control it. I'm so strong, nothing can hurt me anymore but how can I ever be with someone when I could... I have nightmares about it that start as wet dreams and always end with blood on my hands." His voice grew steadily louder until he finally broke down into sobs at the end, curling around to bury his face in Lex's shoulder.

Lex held him, rubbing soft circles against his back and murmuring reassurances. When he quieted, Lex asked, "You've never told anyone this before, have you?"

"God, no. I only just found out myself, after... after the accident. After you hit me."

Lex hissed softly through his teeth. "After I hit you. With the Porsche. And yet you saved me, breathed life back into me when I should have died."

Clark pulled back enough to meet Lex's troubled gaze. "No, never. I couldn't handle this without you... Not any of it."

Lex hugged him close. "I'm glad you did." A gentle hand tipped Clark's chin upwards, and Lex looked deeply into his eyes. "You always seem to be saving me, Clark, let me be there for you this time."

Clark just nodded, nestling back into Lex's comforting embrace. Lex laid a soft kiss on top of his head, so gentle he wasn't sure it had even happened. "What about the other day, at the hospital? I saw you, you were hurt." Lex's voice hardened. "You were angry with me."

Clark closed his eyes, flinching. "I... I'm sorry. I was so scared. Eric... something happened, lightning and the meteor rocks and he ended up with my powers. God, Lex, I was *normal* for a few short days, but... I had to stop him. And it happened again, and now..."

"Are you unhappy with who you are?" Lex's arms tightened almost imperceptibly. Reassuringly.

"I.... I guess not, but..." Clark sat up, pulling away enough to meet Lex's gaze. "How can I ever have a normal relationship when I can't even..."

Lex moved back, standing up and pulling Clark with him. "Let's move to the couch, at least, ok?"

"Yeah, ok." Clark sniffled, wiping his eyes. They both got up, and this time Clark snuggled readily into Lex's corner, into his arms. He took what comfort he could, knowing deep down he'd never be willing to risk... this, Lex's life, his friendship. Not for the sake of sex.

"What... can you tell me what happened just now?" Lex was holding him, cheek resting on Clark's hair, one leg thrown over Clark's body as if to keep him from trying to run again.

"I... I came in and saw you lying there... God, you touched yourself, it was so hot... And my hands just..." Clark felt his throat close up as shame and despair flooded through him.

"You... you thought I was hot?" Lex sounded... amazed. Almost pleased.

"God, Lex, I don't want to ruin anything... I wasn't going to tell you, I care about our friendship too much... I know you don't feel the same way..." Clark was babbling now, he knew it, but he'd never meant for his feelings for Lex to become so *obvious*.

He started to draw away, but amazingly, he felt Lex's arms tighten around him. One hand came up to stroke his cheek gently as Lex spoke, "God, Clark... How could you ever think I wouldn't want you? You're so beautiful, so incredible... You have no idea how hard it's been for me not to..."

Clark sat up, blinking, wanting to see Lex's face. Lex looked stunned, wide-eyed and sincere, lips parted slightly as his pink tongue came out to moisten them. "You-you want me?"

Lex leaned in slowly, eyes never leaving Clark's, giving him time to reconsider before their lips met. The kiss was soft, sweet and awkward, but it sent sparks of desire straight to Clark's groin. Just before he could really get into it, he felt Lex shifting beneath his hands and remembered the tray, remembered his dreams.

"No!" He jerked away. "I-I can't. I might... hurt you." Clark whispered miserably, hunching in on himself. There was no way he could start this; the moment he let himself go he took the risk of hurting or killing his... lover. God, he wanted Lex to be his lover *so* much, but...

Lex was regarding him with a mix of shock and concern. "It's ok, Clark. I don't want to do anything you're not ready for, but... you can't just resign yourself to eternal virginity. Eventually you'll want to be in a relationship with someone, and I... I'd like to think that together, you and I could do anything." Lex gave a rueful chuckle. "Even have super-sex without it killing me."

Lex drew Clark back down into the circle of his arms. "I know this is really difficult for you, in ways I can't even begin to imagine. But I want you to know, I'm your friend. I'm here for you, I'm not going anywhere, and when you're ready... I'd like to be your lover."

Clark sniffled miserably. "I don't know if I can..."

Lex interrupted him. "Clark, wait. Let's think about this logically. You learned how to do other things, right? You can pick a flower, hold a fragile glass, even play football. You can *learn* to do this. You just have to... figure it out."

"I... I guess you're right, it's just... There were a lot of broken glasses in my house before I learned to control it. I don't think you'd be too thrilled if I broke you." Clark gave a half-sobbing laugh, feeling the tears start to close in again. He held them back, determined not to cry in front of Lex again.

"Well, that's true. But if we're both aware of the risks... as I said, I honestly think there's nothing we can't handle, between the two of us."

Clark squeezed Lex carefully, burying his face in his friend's shoulder. "Yeah."

Lex squeezed back, and they sat like that for a long time, Lex staring into the fire and Clark just snuggling into him.

Clark was starting to doze off when Lex's phone rang. He shifted sleepily off to the side so Lex could grab the handset off the coffee table. "Lex here."

Lex's face went through an interesting set of changes. Guilt, annoyance, concern. "I'm sorry, Mrs. Kent." A pause. "All right, Martha, then. We honestly didn't notice the time, I'm very sorry. I hope you won't punish him *too* much, it's my fault as much as his. Maybe I could help with the flowers, too?" Lex listened for a few interminable moments. "No, he's right here, would you like to talk to him or should I just send him home?"

He turned, holding the phone out to Clark. "It's your mom. Apparently, it's 1:30 already. I'm really sorry, Clark."

Clark took the handset from Lex, feeling guilty and apprehensive. "That's ok, it's not your fault." He held it up to his ear, saying, "Hi, Mom, it's me. Yeah, I know, I'm really sorry. We just let time get away from us."

He could feel his cheeks burning as he cut his mother off, scandalized, "No! God, how could you *think* that? Please don't let Dad hear you talking like that, he hates Lex enough as it is."

Lex smiled ironically at him and snagged his abandoned water bottle, taking a swig. Clark smiled back wanly, and continued, "Look, I'll be there as soon as I can, and you can figure out whatever punishment... Heh, ok, I'll tell him. Love you, too. Bye, Mom." He hung up.

Lex raised an eyebrow expectantly. Clark grinned, and explained, "Evidently, you're helping with the flower bed so she can keep an eye on us. Noon tomorrow, and wear something you're willing to get really dirty."

Lex laughed. "All right. If I can handle you as a gay s-superhero, I can handle planting flowers with your mother." Clark tried not to notice the small stutter, the hint of fear and something else in Lex's eyes.

He got up, spotting the ruined tray still on the carpet. "What are you going to do with this, Lex?"

"Well, I was going to destroy the tray in my lab, and leave the mess for the maid to clean in the morning."

"Oh. Thank you." Clark's voice was small, subdued. There was so much more to say, but there wasn't time tonight, even if he could find the words.

Clark gathered his notes in silence, packing everything away and putting his shoes back on before looking up to meet Lex's pensive gaze. "Thanks for everything, in fact. You... I don't know if I deserve any of this, but I'm not going to look a gift horse in the mouth."

Lex smiled, the earlier honestly only slightly clouded beneath that nameless other emotion. "Sounds like good farm sense to me, Clark. Let me walk you out."

Lex padded down the hall with him, bare feet noiseless on the cold wooden floors. Clark glanced down, noticing how pale and delicate his feet were. For a guy, anyway. "Aren't you cold?"

"What?" Lex asked, confused by the apparent non-sequitur.

"Your feet. Isn't the floor cold?"

"Yeah, a little. But I prefer to be... in contact with the ground. Plus, this way I was prepared if you wanted to play footsie." His eyes twinkled with mischief in the darkened foyer.

They'd reached the door, and now Clark was suddenly hesitant to leave. "You... you'll still like me in the morning, right?"

Lex dissolved into helpless laughter, his tone taking on a hysterical edge. Clark looked confused for a moment, then replayed the sentence in his head. He started giggling. "Geeze, Lex, it wasn't *that* funny."

They both laughed until their sides ached, the evening's myriad tensions releasing in a wave of humor.

"God, Clark... That's... Yes, I will respect you in the morning." Lex gasped, getting his breath back.

"Good. Then I'll see you at my place at noon?" Clark opened the door, turning to look at Lex one last time before the run home.

"I'll be there with bells on. Or at least jeans." He leaned in close, face tilted up expectantly. "Do I get a kiss goodbye?"

Clark laid a careful hand on Lex's cheek and lowered his head to meet the soft, welcoming lips. Strong, skillful lips that swiftly turned the kiss from chaste to fiery without even the first hint of tongue. Clark pulled back, gasping, feeling his cock stiffening insistently once again.

"Goodbye, Lex." Clark added softly, an afterthought to their farewell.

He turned to leave, face flushed, as Lex called after him, "See you tomorrow, Clark!"

continued in Out, Chapter 4: Masturbation & Despair